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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K/A(Amendment No. 1)

|(Mark One)                                  |                                                                                         
|------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended December 31, 2002
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|Commission file number 0-610               

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EQUITY OIL COMPANY[Exact name of registrant as specified in its charter]

Colorado(State or other jurisdiction of
incorporation or organization)

87-0129795(I.R.S. Employer
Identification Number)10 West Broadway, Suite 806
Salt Lake City, Utah(Address of principal executive offices)

84101(Zip Code)Registrant's telephone number, including area code:(801) 521-3515Securities registered pursuant to Section 12 (b) of the Act:Title of each class

Name of each exchange on which registeredNone

NoneSecurities registered pursuant to Section 12(g) of the Act:Common Stock (par value, $1 per share)[Title of class]


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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act) Yes o    No ý

As
of March 11, 2003, 12,008,661 common shares were outstanding, and the aggregate market value of voting stock held by non-affiliates of the registrant, based upon
the closing price of such stock on June 28, 2002, was approximately $26,400,000.

Documents Incorporated by Reference

Portions of the definitive proxy statement for the Registrant's 2003 Annual Meeting of Stockholders to be held on May 21, 2003 are incorporated by
reference in Part III of this Form 10-K. Such definitive proxy statement will be filed with the Securities and Exchange Commission not later than 120 days subsequent
to December 31, 2002.

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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information contained under the heading Security Ownership of Certain Beneficial Owners and Management contained on pages 10 and 11 in the definitive proxy
statement to be filed in connection with the Company's annual meeting on May 21, 2003 is incorporated herein by reference to this item.

EQUITY'S COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2002 with respect to the shares of Equity's common stock that may be issued under Equity's
existing equity compensation plans:

|Plan Category                                          |  | Number of Securities to be
Issued Upon Exercise of
Outstanding Options |     | Weighted-Average Exercise
Price of Outstanding
Options |      | Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
|------------------------------------------------------ |  | ---------------------------------------------------------------------- | --- | ------------------------------------------------------ | ---- | --------------------------------------------------------------------------------------------
|Equity Compensation Plans Approved by Stockholders     |  | 1,724,800                                                              | (1) | $                                                      | 2.80 |                                                                                             
|Equity Compensation Plans Not Approved by Stockholders |  | 100,000                                                                | (2) | $                                                      | 5.00 |                                                                                             
|Total                                                  |  | 1,824,800                                                              |     | $                                                      | 2.91 |                                                                                             

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                  |  | EQUITY OIL COMPANY
|----------------- |  | ------------------
|                  |  | By                
|                  |  | By                
|Date: May 2, 2003 |  |                   

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CERTIFICATIONS

I, Paul M. Dougan, President and Chief Executive Officer of Equity Oil Company, certify that:



|                  |  |    |                                                                       
|----------------- |  | -- | ----------------------------------------------------------------------
|Date: May 2, 2003 |  | By | /s/PAUL M. DOUGANPaul M. Dougan, President and Chief
Executive Officer

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CERTIFICATIONS

I, Russell V. Florence, Treasurer of Equity Oil Company, certify that:



|                  |  |    |                                                                                 
|----------------- |  | -- | --------------------------------------------------------------------------------
|Date: May 2, 2003 |  | By | /s/RUSSELL V. FLORENCERussell V. Florence, Treasurer and
Chief Financial Officer

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